O R I O N
by ReikoMizutani
Summary: What does it take to be as Special as you can be? What lengths would you go to to prove your worth? How many people would you betray to further your goals? How hard would you work to discover your true power, your true strength? How many lives would you destroy to protect your ideals? AU Wherein Tally doesn't run away to the Smoke
1. Chapter 1

_"Wake up, Orion! It's time for classes!"_

Underneath the thick, ugly sheets lay a very tiny, very ugly girl. She was curled into a tight ball, hot tears running down her cheeks, chest trembling and with no intentions of leaving the sanctuary of her room.

The girl's ugly nickname was like a dagger through her heart. She'd begun to notice the horrific changes a week before her twelfth birthday, the red spots slowly rising up on her face, becoming more painful as the week progressed. When she had been diagnosed the day after her birthday, she almost gave up hope on ever actually being pretty. After all, how could even the city's best surgeons fix Orion Kinsley, a girl who was so cruelly dubbed _Plague-Face_?

 _Cystic acne_ , the doctor had said it was. She may as well have just said _uncurable ugliness_. No 'speshul' dermatologist medicines had been able to cure it, soap patches dried out her skin and made everything hurt worse, and as she got older, the acne spread to her arms and back. Slowly, she started ignoring her doctors' appointments, then her classes, and eventually, life in general. She hardly ever left her room for lunch, and when she did, she made sure to wait until the worst of the instigators had retreated from the cafeteria. That meant nothing but scraps for little Orion Kinsley. As a result of the poor treatment she gave her body, she had horrible posture, stunted growth, aching joints, and was dangerously underweight.

Sometimes, she'd notice a girl in the cafeteria who was almost uglier than her. She had clear skin, but a weird face. Her eyes were way too far apart, her nose had no bridge to it, and she had no Cupid's Bow above her lip. From a profile, her face looked like someone had smushed it flat.

The two had never talked to each other before. The two and a half years of constant bullying Orion had suffered caused her to mistrust every other human but herself immediately. Flat-Face had never been mean to her, but that wasn't to say she couldn't be.

Something thumped against the window. Orion groaned in frustration, but ignored it. More even louder thumps sounded off after it. Orion threw the comforter off, then charged up to the window.

The glass was covered in mud, and someone had just finished writing _PLAGUE-FACE_ in the grimy sludge. Orion wrenched the window open and glared at her uninvited guests. Mud dripped onto her shoes, and Orion's mood further plummeted.

Standing outside were three new pretties, two girls and a boy. They all were laughing at her.

"What do you want?" Orion demanded. "Why would you cross the bridge just to make fun of me?"

The pretties were all still laughing heartily, but one of the girls, a wavy haired blonde with lovely blue eyes contained herself enough to speak. "Well, if it isn't Little Miss Plague-Face. You finally decided to greet the sun today?"

"What do you want, I said?" Orion demanded once more, recognizing the girl as Lottie Masen, the very girl who branded her with the horrid moniker. Lottie was five months older than Orion, and she'd hoped once the bitch had gotten the surgery, she could live in peace, or at least some semblance of it. This little stunt proved otherwise.

Lottie flipped her hair. "I just wanted to see if that mug of yours was still as ugly as I remember it a month ago. Turns out it got even uglier!" The trio of pretties all cracked up again, and Orion felt her heart break in two. Lottie hated her so much that even as a pretty, she couldn't get over her ugly pettiness. She'd never even done anything mean to Lottie. She was just cursed with ugliness.

Suddenly, Orion had an idea. She scooped up some of the mud on her shoes, leaned out of the window, and smacked Lottie across the face.

The laughter died out, and Lottie's grin fell, being replaced by a rage-filled grimace.

"I may look like I'm infected with the plague, but you look like you eat _shit_." With that, Orion slammed the window shut. To her delight, the window had slammed on top of Lottie's reaching fingers, and the older girl screamed in pain. Orion smiled, opened the window, and giggled when Lottie fell right into the mud pile.

"See you in five months, Lottie!" Orion shut the window once more, then retreated into her bathroom to clean up her shoes.

* * *

"Five more minutes." Orion grumbled.

The holoclock on her wall read 11:55 pm. The stars were out, the fireworks of New Pretty Town had yet to die down, most uglies who actually cared about the rules were asleep.

Not Orion Kinsley.

The night was her sanctuary, because at night, she could be alone, just her and her hoverboard. It was the only part of the day she could look forward to.

She stared impatiently at the window, and glanced at the clock once more. 11:58. Just two more minutes and she'd be free! She glanced at the bed, the heated coat stuffed under the covers like an unmoving, sleeping body. Her ring rested on the end table, her board trembled almost nervously at her side. The mysterious ping had said to be at Valentino Mansion by 12:30, that even uglies were invited. Of course, being an ugly meant that Orion still had to sneak into New Pretty Town. She wondered what all of this was about.

12:00 AM. The witching hour.

* * *

 _'Well'_ , Orion thought, _'some pretties are smart.'_

A brunette pretty girl was stationed at the edge of the bridge, handing out smart plastic masks to the uglies sneaking in. Orion hopped off her board and ran to her, taking a mask of Rita Hayworth and disappearing in the crowd. For once in her fifteen years, she appreciated her shortness.

As the crowd soon approached the old stone building, Orion looked up to see a group of pretties standing on the roof, struggling with something. Or was it some _one_?

She recognized Lottie as one of the pretties on the roof. Orion's heart sank. What the hell was she up to now?

At the side of the building, someone had managed to produce a wallscreen. Orion cringed hard at the sight of her tormentor. Lottie smiled brightly, but Orion knew there was nothing bright and happy about this gathering.

"Welcome, ladies and gentlemen, and ugly mugs as well!" Lottie's voice rang out in Orion's ear. She grimaced, and glanced up towards the roof once more. The other pretties were dragging someone to the edge of the roof.

"We've invited you to this very exciting show for one reason. Entertainment in this boring, booooring city! Our dancer is having a little bit of last minute stage fright, but rest assured, the show will go on!" It was then that Lottie turned to the struggling person, ripped the cloth away covering their face and smacked them hard.

Orion gasped in horror as she recognized the person. It was Flat-face.


	2. Chapter 2

Orion knew Lottie was cruel, but _this_ cruel? She never thought the older girl had it in her.

All around her, Orion heard laughter. Not gasps of horror, or disappointed remarks. Just _laughter_. These bastards were enjoying this, and all because she was _ugly_.

Orion wished she could help the girl, but how? She couldn't get into the building because she wasn't pretty. It was very doubtful that anyone around her would help. Why would they? They wanted to see their show.

Orion's heart sank as Lottie ripped the robe off of Flat-face's body, revealing her to be completely naked aside from a bungee jacket covering her chest. The ugly girl began to sob, and Orion could her her anguished cries through the wallscreen. Orion felt her own eyes filling with tears, and she squeezed them tightly shut. She was completely helpless in a city of cruelty, and this girl, this poor girl who had done nothing to Lottie but exist as a non-attractive teenager, had no one by her side.

 _No!_ Orion thought. She glared up at Lottie, who was oblivious, blabbing away through the ping. _I can do something! I can call the wardens and put this to an end!_

Orion instinctively flicked out her finger, then cursed in frustration. She'd left her ring on the dresser so she could sneak out!

 _Damn it all! What do I do now?!_

Orion looked to her left and right, both of the girls standing on either side of her were pretties, and both of them had interface rings on their index fingers. Could she do this? She had no choice if she wanted to help Flat-face.

Orion slowly sank to her knees, the shining silver ring teasing her, almost as if saying _come and get me!_

The tiny hand shot out, and yanked the ring off the pretty's hand. The girl was taken back, and grabbed at Orion. She took off, wading through the crowd, roughly shoving whomever was in her way. She would _not_ let Lottie get away with this, never again.

She sent a ping to the wardens' office as she ran, saying that there was an emergency and they were needed right away. The tiny ugly's heart pounded loudly, her face burning. How long would it take them? She didn't know how long it would be before Flat-face was further humiliated. At least she was still struggling, which would make it harder for them to-

At that moment, Lottie flung the girl from the roof. Orion didn't realize she had screamed until the crowd of pretties turned towards her. Orion stood there in mute horror, covering her mouth with her hands, her entire body shaking. She fell to her knees, silent sobs shaking her chest as the feeling of failure set in. If only she'd acted sooner. If only she hadn't antagonized Lottie earlier that day. If only-

Orion didn't feel the gentle hands helping her up and into a hovercar. She didn't feel the same gentle hands laying her down on her bed. She didn't hear the voices of the wise middle pretties as they gently questioned her, she had gone numb to everything. Little Orion Kinsley had finally lost hope in the kindness of man. She thought that humanity had gotten past the Rusty days, that the pretties would stay on their turf, and the uglies on theirs until their time came.

In the back of her mind, she wondered about Flat-face. How was she? Was she, like Orion, numb to the world? Had she become a recluse like Orion?

If not for the room's ability to read vital signs, Orion would have been seriously sick from the lack of food intake. She didn't know how much time had passed since that awful night, and she hadn't really cared. What was the point? Everyone would still make fun of her ugly face and body until her birthday. If the doctors couldn't fix her, well...

* * *

"Orion?"

Orion struggled to open her eyes. It hurt like hell, the hospital lights were like beams of white-hot pain pounding into her skull. In her arm, an IV needle was sticking out, the bag half full of nutrients keeping the young girl alive.

Orion let her head hang limp, looking at the girl she'd been calling Flat-face for years. Strands of tangled black hair partially blocked Orion's vision, but she was too weak to push them away.

"I'm Leora Mizrahi. I'm the girl that-" she trailed off, looking down into her hands, embarrassed of the pain she'd suffered at the hands of that insufferable bitch Lottie Masen.

"You-" Orion croaked out painfully. She cleared her throat and tried again, "You were the girl on the roof. I'm sorry I was too late."

Leora shook her head, handing her a glass of water. Orion drank gratefully as Leora continued. "If it weren't for you, they would have gotten away with it. You were the only one brave enough to get the wardens involved."

"I couldn't let them do that to you." Orion kept her voice low, the water only partially soothing the scratchiness.

Leora bent over the bed and gave Orion a tight hug. "And I thank you for that, I really do. You realize this makes us friends, right?"

Orion would have jolted up, if not for the fact that she was so weak she could barely move. "F-friends? With me?"

"Well of course! I was always too shy to speak up when I saw you, but when I was told that you called the wardens to help, I felt like I finally had someone on my side."

Orion took in the information. Leora wanted to be _her_ friend. Her first friend since she was a littlie, her first friend in _ten years_.

"Best friends forever." Orion rasped, poking her pinkie finger out from under the blanket. "Pinkie promise?"

Leora hooked her pinkie to Orion's and gently shook her hand. "Best friends forever."

* * *

It had been another month and a half before Orion was released from the hospital. The nurses wouldn't release her until she'd gained at least ten pounds, and she was placed on a high protein diet to achieve this. She'd smiled when she had been informed that she'd grown an inch. Of course, everyone still towered over her, but she now had hope that she'd keep growing up until her birthday.

Leora visited every day, telling stories about when she'd sneak out at night and fly around the woods. She'd noticed a group of uglies that flew off to the Rusty Ruins every night, and identified one of them as a girl named Shay, who she used to have classes with until the other girl started skipping. She'd joined one of their sessions, and there she'd met an ugly boy named David. He was more than old enough to have the surge, so they were confused as to why he was still ugly.

Three weeks after her release from the hospital, Orion had taken to throwing knives at her wall and carving pictures into her desk. While she still refused to go to class, Leora was a much better student than her, and she still had to drag Orion out to lunch. Orion had developed a frightening glower due to the constant shouts of _'Plague-face!'_ Of course, Leora was always having to reign her in from trying to attack the other students.

Leora was still meeting up with Shay and David's group; Orion wasn't interested in the slightest. Despite the torture of being ugly, Orion stayed loyal to the city. Somewhere deep down, she had hope that she could join everyone in New Pretty Town.

One night, Leora came to visit Orion after what Orion assumed was a very interactive meeting. Leora was tracking dirt all over the floor, which deeply annoyed Orion. She began to blow off steam by carving in her desk.

"I think he's a runaway. I mean, that's totally respectable, because it's got to take guts to run away from home, but what I still don't understand is why he'd run away from being pretty, and why for so long? He's eighteen!" Leora had said while picking at her nails. Orion shrugged, then continued to carve drawings into her desk.

"Who cares about that freak? All I care about is whether the doctors can cure my acne. The bullshit they've been feeding me hasn't done a damn thing."

"I think it's kind of interesting. They don't teach us stuff like that in school." Leora smiled softly.

"No, duh. The city doesn't want us to be all backwards. That camping crap, we don't need it. The city is all we need. After we get the surge, we don't have to worry about anything else."

"But what if being pretty gets boring? I-I don't want to be boring my whole life."

"With a face like that, how _could_ you be boring?" Orion snickered, then flung her knife into the wall, stabbing one of her morphos pictures in a perfect sea green eye. The smaller girl turned to look at Leora with a goofy grin, then her face fell when she saw the older girl with tears falling down her cheeks.

"H-hey. I didn't mean that." Orion reached out towards Leora, who smacked her hand away.

"Goodnight, Orion." With that, she gathered her belongings and left.

Orion felt tears welling up in her eyes, but squeezed them shut and launched another knife at the wall. Right in between the warm brown eyes of one of Leora's morphos pictures.

* * *

Orion sat on her bed, a ring of knives staring back at her. The numbness from after Leora's fall had returned, except this time it was merely to cope after the potential loss of a friend. She hadn't _meant_ to make Leora cry, she thought she was being funny. She'd been so used to taking jabs about her acne, she'd just assumed-

"That's my problem. I assumed." Orion muttered, flinging a knife towards a morphos picture. Once again, the knife landed in an eye, this one honey colored.

 _"Assumptions are not always bad, Orion."_ the room tried to comfort her.

"Shut up." She growled, throwing a knife in between her door and another picture. The knife didn't stick well, and promptly clattered to the floor.

Orion lay back on the bed, staring up at the blank ceiling. The numbness wavered, and she genuinely wondered if Leora was still upset with her. It had been a week and a half since she'd stormed out, and Orion hadn't made any effort to ping her since that night. She'd even started going to classes, hoping she'd see her, but to no avail. It was like Leora had just up and vanished like- like smoke.


	3. Chapter 3

Orion sighed as she looked at her holo-clock. It had been three days since Leora's sixteenth birthday, and she still hadn't shown up. She wasn't in New Pretty Town, and she hadn't been seen around Uglyville. Orion had been begging the wardens to look into her disappearance, but they didn't seem nearly as concerned as they should have been. It felt like the wise, gentle wardens she'd known her whole life had been replaced by cold, soulless robots. She _hated_ it. She felt hopeless.

One night, Orion just couldn't get herself to sleep. She'd started thinking about Leora again, and after a ton of prying, she'd finally found out that Leora had never shown up for her surgery. Her whereabouts were still unknown.

The stress of losing her friend so soon had caused her to burst into tears, prompting the room to ask why she was upset.

"I lost my friend. I lost the only friend I've had in ten years." she wept, hugging her legs tightly.

 _"You may speak to a counselor if you like."_ the room had suggested.

"No! Shut up!" She threw a pillow at the wall, then laid down and curled up into a ball, crying herself to sleep.

* * *

Orion stared hard into the mirror, inspecting her body. She stood only in her underwear, initially reluctant to even look at herself, but she had to see if it was really happening or not.

As she stood closer to the mirror, she smiled softly when she saw that her cheeks were no longer sunken in. If Leora had left her with anything, it'd been the daily routine of actually going to lunch on time and having a decent meal. She also noticed that since she'd stopped taking her medicine, her acne had started to disappear. With every day, she saw less and less bumps. She wondered whether it was her improved diet or her refusal to take the medicine.

"Curiouser and curiouser." she stepped away from the mirror, and tried to twist around to inspect her back. With her hunch, it proved to be a difficult feat. She swore that after her surgery, she'd never neglect her body again.

After her surgery. There wasn't much she could do about her hunchback until then, but for the time being, she could at least go to class and help out with dorm cleanup. Then again, it wasn't like her grades would keep her from New Pretty Town, but going to class was better than throwing knives at the wall all day.

She finally found an angle where she could see most of her back. She smiled widely, it was completely free of the ugly red lumps she'd been plagued with over the years. Her arms were also free of acne. She could finally wear tank tops free of shame.

 _"Orion, you're going to be late for class!"_ the room urged her.

Orion sighed, then begrudgingly slipped her dorm uniform on, then left. After all, she really had nothing else better to do. Her birthday was only three weeks away.

* * *

 _"WOOHOO!"_

Orion flew around the hoverboard slalom course, the wind whipping her hair into a frenzy. Her heart frantically pounded, adrenaline rushed through her body as she made wild and dangerous turns. A wicked idea flashed through, and she began to mentally brace herself for a world of pain.

Orion tilted the nose of her board up, slowly rising above the city. Her acceleration increased, and soon, she saw the party spires of New Pretty Town. As her mind wandered, she didn't notice her feet slipping from the grippy surface of the board. Just as an image of her ideal face dancing amongst the other new pretties flashed through her mind, she fell.

The tiny girl screamed loudly as she fell, she was joyful and scared at the same time. Joyful because she liked the adrenaline rush, scared because she knew the crash bracelets would not have mercy on her shoulders.

As soon as the bracelets began to tug, Orion pulled her knees up to her chest as best she could. It only helped a little, as she was violently yanked to a stop barely a foot above the ground. As she was gently placed onto the ground, she noticed another ugly girl a few feet away.

Orion slowly approached the girl sitting on the ground, rubbing her shoulders. She'd seen her around the dorm occasionally, but she didn't know her name. Her hair was frizzy and brown, and she had hazel eyes that sat just a little too close together.

"Hey, um...are you-"

The girl looked up at her, then cringed. "I'm fine. Wiped out pretty bad though."

"That's bogus. Need any help?" Orion reached out a hand.

The girl looked down at her hand, then slowly took it. Orion gently tugged her upwards, almost stumbling back. She didn't expect the girl to be so tall.

"I'm Orion Kinsley. What's your name?"

The girl brushed herself off, snapping at her hoverboard, which promptly nudged her side. "Tally Youngblood. Also known as Squint."

"Nice to meet you. So...why are you all alone out here? Classes just got out, after all."

Tally frowned. "All of my friends are pretty."

Orion felt a pang in her chest. At least Tally _had_ friends. She'd blown her only shot at having a friend.

"I don't have any friends. Not anymore." Orion stared down at her feet. "I'm too ugly for friends."

"I wouldn't say _that_. People are mean."

Orion rolled her eyes, not forgetting that Tally had cringed the second she saw the horrid bumps all over Orion's face. "Whatever. My birthday's in a few weeks anyway. I'll find some pretty friends."

"Mine too! When's yours?"

Orion picked at her nails. "September 2nd. Yours?"

"September 9th. We're pretty close."

Orion nodded. She wasn't exactly sure why she'd approached Tally in the first place. She'd just seen her sitting on the ground. Maybe she'd gained the tiniest bit of confidence since her skin had started to clear up. Maybe she just missed Leora too much.

Then again, Leora had abandoned her. Didn't even bother to try and get in touch with her before running off to do whatever. Maybe it was high time for Orion to find a friend who wouldn't abandon her over a stupid joke.

"Orion?"

Orion looked up at Tally, who had a small smile on her face.

"S-sorry. I hope I wasn't bothering you."

Tally shook her head. "No, I'm actually glad you talked to me. I've been so lonely lately, Shay won't talk to me anymore, and..."

"She one of your pretty friends?"

Tally frowned, like she'd said something she wasn't supposed to say. "No. We have the same birthday. She...she's weird. She doesn't want to be pretty."

"That is weird. There's nothing wrong with being pretty! We would be able to do whatever we want, whenever we want, have everyone stare at us and be amazed...I just hope the surgery works on me."

Tally leaned down and peered at her. "Your eyes need to be way wider, your lips a tiny bit fuller, that nose is bogus, just chop it off and replace it completely, your jawbone could be a little rounder. They'll definitely make you at least six inches taller. You know, you're not that ugly, aside from the acne. I doubt you'll be an ugly-for-life."

Orion smiled brightly. "That's the first time anyone has said that to me. Like, ever."

Tally smiled again, twirling her interface ring. "Do you wanna hang out later? Get to know each other?"

"Absolutely. My room is a bit of a mess right now, so let's go to yours." Orion didn't like lying, but she also didn't want Tally to see all the holes in her walls from her knife throwing either.

"That's cool. Come on."

With that, the girls raced off to Tally's room.

* * *

"Okay, now what color eyes do you want?"

Orion studied the morphos, pleased with Tally's handiwork. Her morphos face featured an older looking version of herself, with large black eyes, full pink lips and a cute button nose to compliment the heart shaped face framed by long white-blonde waves.

"Blue-green. Like the ocean. And...make my hair a more honey blonde with amber undertones. Make it straight, with bangs."

Tally nodded, and fixed the morphos accordingly. Both girls gave a satisfied nod.

"Ping that to me. I totally want to hang it up."

Tally sent the ping, then gave Orion a curious look. "So, what's the deal?"

"What do you mean?"

"I mean, what you said earlier. That you didn't have friends anymore, that you're too ugly. You had to have friends at some point."

Orion shook her head, tears threatening to spill down her cheeks. "Look at me Tally. I'm a spotted beady-eyed midget! Why would anyone want to be friends with _me_?"

"You're kind. You're brave. Did you forget all about that prank those pretties tried to pull on that flat-faced girl? You were the one to call the wardens, right? You probably vetoed yourself out of a lot of cliques from that stunt but the fact still stands that you helped. That's something you should be proud of."

Orion shrugged. "Apparently that wasn't good enough. Leora...Leo...she still abandoned me."

"Then I'll be here, Orion. I know how that feels, to think you've found a friend and then they run off on you. I won't do that to you."

Orion turned to Tally, wiping her tears from her cheeks. "Best friends?"

Tally held out her pinkie finger, and linked it with Orion's. "Forever."


	4. Chapter 4

The day had finally come. September 2nd, the day Orion would finally have her surgery and leave Uglyville for good. Of all her morphos faces, she'd finally decided on the one Tally had made for her, and she eagerly awaited when the doctors would call for her.

She sighed softly as the other uglies around her were being called in for their surgeries.

"You've been sighing a lot."

"What?"

Orion warily met Tally's gaze. "You've been sighing a lot since we got here."

"It's been two hours, Squint! What if they realized the surgery won't work on me? What if I'm going to be an ugly-for-life?!"

"Hey now, don't start that bogusness again. You are _not_ going to be an ugly-for-life."

Orion sighed again, scowling at her reflection in the window. She truly hoped the surge would work on her. It had worked on her crumblies, after all.

"Orion Kinsley?"

Orion jumped up so fast she knocked over her chair. "Present!" she squeaked.

The nurse chuckled, and led the ugly girl to the operating room. Orion shot one last glance at Tally, who smiled and waved at her.

"Don't worry!" she called out just as the operating room doors shut.

The nurse took Orion's duffel bag out of her hands and gave her a paper gown.

"Put this on and lay down on the operating table. Soon you'll be floating in pretty dreams and you won't feel a thing."

Orion nodded, turning away from the nurse as she undressed. Today was her big day, she just hoped she'd actually end up pretty. Ever since she turned twelve, she'd been convinced the operation would never work on her. Now that she was actually in New Pretty Town hospital, about to go under, she began to panic even more. What if she'd been right all along? What if-

"Orion, dear. On to the table, please."

Orion turned to look at her surgeon. She was a middle pretty, of course. Her wise older features calmed some of Orion's nerves. She knew she could trust this woman, that she would be pretty if this woman operated on her.

"Yes, right." Orion climbed onto the table, and was strapped down by the assistants. As an oxygen mask was fitted over her face, she breathed in deeply, tasting the sterile air. Soon, she'd be dancing under the fireworks of New Pretty Town, Tally not far behind. She'd enjoy the look on Lottie Masen's face when she saw the new Orion Kinsley.

Soon...

* * *

 _Once upon a time, there was a beautiful princess._

 _She lived in a large castle by herself because all the other princes and princesses avoided her. She'd never understood why, and she'd heard whispers of the feared Plague-faced monster. Because of this, she never left her castle, except for at night. She knew she'd be safe during the day, as the monster never seemed to lurk at night._

 _One day, the princess was invited to a party. She was wary, yet excited. She was convinced all the others hated her. That night, she left her castle, and snuck out among the other princes and princesses. When she reached the castle where the party was to be held, she was handed a mask. She accepted it, and joined all the other guests in the theatre._

 _"Welcome friends! Tonight we are going to have a special show! Our dancer is a bit afraid, but we'll ease her nerves." The blonde princess said._

 _Everyone wondered what was going on, until the blonde princess came out dragging a girl in a jester's costume. She was crying and struggling, begging to be let go._

 _'How awful! I must help her, but how?' the princess thought._

 _Then, it struck her! She ran out of the theatre as fast as her small legs could carry her, and summoned the guards. However, upon returning to the theatre, she realized she'd been too late. The blonde princess shoved the jester out the window, and the poor girl screamed as she fell to her death._

 _"How could you?!" the princess stood atop her seat, and ripped the mask off. "What did she ever-"_

 _A scream rang out in the theatre. More screams began to join it._

 _"The Plague-faced monster!"_

 _"Plague-face!"_

 _"Monster!"_

 _"It's so ugly!"_

 _"PLAGUE-FACE!"_

 _The princess gasped as the stage began to turn into a giant mirror. Instead of the beautiful face she'd known and loved, there stood a stringy-haired, beady eyed, hunchbacked monster. Its mouth seemed to have no lips, and the wrinkled skin was covered in disgusting red lumps. The princess opened her mouth in horror, and so did the monster in the mirror. The interior of it's mouth was also covered in the horrid red lumps._

 _"No. No no no no! NOOOOO!"_

* * *

Orion flew up out of her bed, her breathing heavy and labored. She desperately grasped at her face, relieved to feel the soft, silken skin. She tugged at her hair, which was still long and blonde, and no longer the stringy black mess of five days ago. Her body was covered in sweat, and her sleep clothes clung uncomfortably to her body.

"Just another stupid nightmare." She muttered. Ever since she'd woken up from her surgery, she'd been living in a daze. Of course, she was relieved that her fears had been disproven, that she was going to be beautiful forever, but that didn't stop the nightmares plaguing her. Every night she went to sleep as the beautiful princess, and she always woke up thinking herself to be the ugly monster.

She glanced at her holo-clock. 6 am.

"Ugh, don't want to go back to sleep." Reluctantly, Orion got out of bed and into the shower.

As the hot water pounded down on her back, she tried to get the dream out of her mind. She was _pretty_ for crying out loud! Very soon, Tally would be joining her.

She furiously rubbed her gardenia scented shampoo into her hair, breathing in the scent and trying to slow her pounding heart. At least she felt cleaner. She would recycle those old sleep clothes and make cuter ones, then she'd have her breakfast tray. What should she do with herself after that? Maybe a hot-air balloon ride? or the ice rink that floated over Nefertiti stadium. Maybe even both!

Orion smiled. Yes, she would definitely have a wonderful day today.

* * *

 _'What did I do to deserve this?'_ Orion thought as the balloon rose over the New Pretty Town spires. She was trapped in a balloon with Lottie Masen, of all people!

She had planned to take a solo ride, but before she could get off the ground, she was accosted by a group of Hot-Airs. She tried desperately to get them to take another balloon, but they were so aggressive that she was drowned out by their excited cries. Now, she was squished in the corner of the balloon, with Lottie Masen chattering in her ear and the other Hot-Airs pointing out of the balloon at every single thing they saw.

 _'Lottie_ would _be a Hot-Air. Ugh, why does this always happen to_ me _?'_

"So, what's your name?" Lottie smiled dazzlingly at her. Orion froze in horror. She couldn't tell Lottie who she was, she'd shove her out of the balloon as soon as she got the chance.

But, Orion had been eagerly awaiting the day that she would join everyone in New Pretty Town, to show Lottie that she could be pretty just like her.

Orion squared her shoulders, lifting her chin defiantly and staring down at her former tormentor. "What, you don't remember me, Lottie? You don't remember the girl you so lovingly dubbed _Plague-face_?"

Lottie's eyes flashed with surprise. She narrowed them, staring carefully at Orion. It was as if she couldn't believe they were the same person.

"Orion?" she finally whispered.

Orion held back her surprise. After years of only being called Plague-face, she couldn't believe that Lottie actually knew her name. "In the flesh. Finally pretty as of five days ago."

Lottie swallowed hard. Orion was sure she was hoping she'd have ended up as an ugly-for-life so she'd have even more reason to make fun of her.

"What's wrong, Lottie? You mad because my bogus acne is gone forever? Poor you, you'll have to find another ugly to make fun of now."

"N-no. I'm just surprised. You're so pretty-making Orion-la." Lottie smiled again, but Orion knew it wasn't a real smile.

"Why thank you Lottie-wa." Orion accepted a champagne flute handed to her by one of the other Hot-Airs and drank deeply. The whole ride was filled with tension. Orion tried to make conversation with the Hot-Airs, but all they seemed to care about was how pretty and bubbly-making hot-air balloons were. It made her miss Tally even more. She needed to visit her, even though her birthday was only in two days.

 _'There's no reason I have to wait two days. Tally really isn't that ugly anyway, she's actually really cute.'_

Orion had no problem forgetting her own ugly mug, but she wanted to see Tally one last time before she became blindingly beautiful like everyone and everything in New Pretty Town. Besides, she knew Tally would be happy to see her again.


	5. Chapter 5

_'Ugh, did I act this bogus every time I saw a pretty walking around?'_

Orion kept a stiff smile on her face as she walked to Tally's room, trying not to scream in annoyance as all the uglies around her gasped in shock. It wasn't common for new pretties to visit Uglyville, everyone knew that. Still, it was very annoying.

Finally, she reached Tally's room and sent a ping.

"Hey, Tally-wa!"

For a moment, there was silence, then Tally's surprised voice came through the ping.

 _"Orion?! Get in here, will you?!"_

The door opened, and they rushed at each other and crashed into a tight hug. "It's been so bogus ever since you left! I can't believe you're here."

It was strange for Tally, seeing Orion again. On the one hand, Tally could see remnants of her friend's old face, but she still looked drastically different. All of her acne was gone, her skin a light olive tone, her hair hung to her waist and was an amber blonde. Her eyes looked like the ocean, and she smiled with full pink lips.

"Can't help but admire your handiwork, huh Tally-wa?"

Tally laughed and hugged her friend again, taking note that they were the same height now. "I just can't believe you're here! Not even Peris came to see me after his surge."

"Well he's a bogus friend." Orion sat on the bed, smiling at the familiar room. "Want me to make you a morphos, Tally-wa? You know, return the favor?"

"Absolutely!" Tally sat down next to Orion and tied her hair up, positioning her face into the grid. The software scanned her, and Orion got to work.

"Okay, so the right side of your face is complete trash-"

"Thank you!" Tally said, relieved.

"So lets flip the left side over. Bring your eyes further apart and make them bigger. Silver would be a good eye color for you. Make your lips fuller, obviously, your skin darker. Hmmm, what color hair?"

"Golden brown. Loose waves." Tally said.

Orion nodded and changed the morphos accordingly. "Good?"

"Great! I'm sending it to my surgeon." Tally said as she examined the morphos, a huge smile on her face. "I really am happy to see you again."

"Me too. I know it sounds weird, but I wanted to see you again before you turned. You know, see your old face again."

Tally made a weird face. "Why would you want to see _my_ face again? I'm hideous."

Orion shrugged, deciding not to argue with her. Nothing could convince Tally that she wasn't as ugly as she thought she was, but perhaps Orion could help her understand how strange New Pretty Town was at first. "Tally, when I first left the hospital, I was overwhelmed by how pretty everything and everyone was. Uglies are awestruck, but seeing with new pretty eyes... it almost _hurts_. I love being pretty, don't get me wrong, but- I still wanted to see you again before you became overwhelmingly beautiful like everyone else. I _want_ to remember your old face. I want to remember the person you were before you get the surge. Understand?"

Tally shrugged, hugging her knees. Orion could tell she didn't want to discuss the subject further.

"So, am I riding with you to the hospital?" Orion asked, forcing some cheerfulness into her voice.

"Aww, thanks Orion, but no. Come get me after my surge. Gosh I hope we're in the same mansion."

"Even if we aren't, we'll still be best friends forever, right?"

Tally smiled, and linked pinkies with Orion. "Forever."

* * *

Orion sat in the hospital lobby, watching the news feeds as she waited for Tally's surge to be done. She smiled when they announced that Nefertiti Stadium's new floating ice rink had been finished. It was one of the few news stories she actually followed.

Two new pretties came back from the operating rooms, and Orion sighed. Neither of them were Tally. Orion took a cookie and glanced back at the news feeds. Boring sports stuff, ugh.

Orion was about to get up to use the restroom, when Tally walked out of the operating room with a middle pretty nurse, freshly surged and smiling.

"Orion-la!"

"Tally-wa!"

Tally ran to her, and they hugged tightly, both girls happy to finally be reunited. As it turned out, both girls had rooms in Komachi Mansion, and they were only two doors apart.

The two of them ran to Tally's room as soon as the elevator opened, barely out of breath thanks to their new bodies.

" _Etcetera,_ hmm? Mine is _Opera._ "

The rooms in New Pretty Town had names instead of numbers. Orion liked it that way, even if she did think some of the names were stupid.

"Okay, so let me just save you the trouble of being distracted by how freaking awesome these rooms are, and just follow me." Orion led Tally over to the nanofacture unit.

"Here is your new best friend, aside from _me_ of course." Tally laughed. "The hole in the wall. Just tell it what you want and it'll form it right on you."

"Okay. Umm-"

"Don't be nervous. If it doesn't come out right, just recycle it. Look, watch me."

Tally stepped aside as Orion slipped out of her pastel pink sundress. "I want a black pantsuit, and a white sleeveless top. Black matching jacket, all cotton."

The outfit formed on Orion's body, and Tally gasped. Orion examined herself in the mirror, then shrugged. "Make the pants harem pants, bring them up to my calves. Throw in a pair of black ballet flats."

The outfit adjusted itself, and Orion gave a satisfied smile. "Your turn, Tally-wa."

Tally nodded, and changed out of her dorm uniform, handing it to Orion, and turning back to the hole in the wall.

"Okay, I want a black linen dress with capped sleeves, A-line." The nanos swirled around Tally and formed into a simple, but cute black dress.

"This is so cool!" Tally squealed. "Black pumps with subtle shimmer!"

As Tally continued to fill her closet with new clothes, Orion sat on the bed and became lost in her thoughts. She was happy Tally was finally pretty, but she was sad to discover that Tally seemed just as bubbleheaded as all the other pretties Orion had met. They probably wouldn't even be able to hoverboard together now.

 _'This is so bogus. How am I supposed to be around her if all she cares about is bubbly clothes and parties? She's already nearly filled her closet and mine isn't even half full, and I've been here for over a week!'_

"Orion?"

"Huh?"

Tally had changed back into the black dress and pumps, and was waiting expectantly. "So, what did you have planned for us? We going to a party? Hot-air balloon ride?"

Orion cringed at the memory of being trapped in a balloon with Lottie. "Nah. I was thinking bungee jumping."

"Oh." Tally seemed disappointed, and Orion scowled at the lush white carpet.

"It's a lot of fun, I promise." Orion met Tally's eyes with a nervous smile. "It'll seem scary at first, but you'll enjoy yourself. It's way better than parties or balloon rides."

"Okay." Orion called for a hovercar to take them to the bungee jumping area. The silence between them became more awkward with each passing minute.

Finally the room pinged that the hovercar was there. Both girls jumped up and headed out the door. Orion could feel her blood beginning to pump faster as she imagined the feeling of freefall. She always closed her eyes when she went bungee jumping. It was more scary-making that way, and therefore more bubbly-making.

But- it still wasn't enough. She needed more.


End file.
